CSPC Pharmaceutical Group Limited (CSPC Pharma, 01093) has adopted a new share option scheme at its annual general meeting on 28 May 2026, subject to Hong Kong Stock Exchange approval.
Key parameters
1. Scope and Participants • Eligible participants include all directors (executive, non-executive and independent non-executive), the chief executive and employees of CSPC Pharma and its subsidiaries. • Grants are at the Board’s discretion, with eligibility assessed on performance, tenure, contribution and market benchmarks.
2. Scheme Term & Administration • Ten-year life span commencing from the 28 May 2026 adoption date. • Options may be exercised for up to ten years from the individual grant date.
3. Shares & Dilution Limits • Scheme Mandate Limit: 1.15 billion shares, equal to 10% of CSPC Pharma’s issued share capital (excluding treasury shares) on the adoption date. • Individual Cap: No participant may receive options exceeding 1% of issued shares in any 12-month period without separate shareholder approval. • Any refresh of the 10% limit requires shareholder approval; controlling shareholders (or, in their absence, directors and the chief executive) and their associates must abstain.
4. Pricing & Vesting • Subscription price is the higher of (i) the closing price on the offer date or (ii) the average closing price for the five preceding business days. • Standard vesting period is at least 12 months, with limited exceptions (e.g., make-whole grants for new hires, death, accelerated schedules tied to performance).
5. Exercise Conditions & Lapse Triggers • Options are personal and non-transferable. • Unexercised options lapse on the earliest of expiry of the 10-year option period, three months after cessation of employment (12 months on death), or upon misconduct, takeover completion, liquidation, or Board-approved cancellation.
6. Performance & Clawback • Performance targets are set at the Board’s discretion and detailed in individual offer letters. • The Board retains a clawback right to cancel or reclaim options in cases of misconduct, regulatory sanctions or other specified breaches.
7. Capital Adjustments • In the event of share consolidations, subdivisions or certain capital restructurings, an independent financial adviser or the auditors will certify fair adjustments to option terms to preserve participants’ proportional interests.
The scheme is intended to align employee and shareholder interests, enhance retention and incentivise long-term value creation, while capping aggregate dilution at 10% over the next decade.
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